Allen & Gledhill has advised the Housing and Development Board on the issue of S$900 million (US$667m) fixed rate notes due 2031, under its S$32 billion (US$23.7b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra le the firm’s team in the transaction.
Allen & Gledhill has also advised Oversea-Chinese Banking Corporation on the issue of US$500 million subordinated notes due 2034, under its US$30 billion global medium term note programme. The notes are intended to qualify as Tier 2 capital of OCBC. Partner Glenn David Foo led the firm’s team in the transaction.
Moreover, Allen & Gledhill has advised CIMB Bank Singapore Branch on the S$360 million (US$267m) term and revolving loan facilities to United Venture Development (No. 7), which is sponsored by UOL Group and Singapore Land Group. The facilities will be used to finance the acquisition and development of a residential project at Orchard Boulevard with a commercial component at the first storey. Partners Lim Wei Ting and Ernest Teo led the firm’s team in the transaction.
AZB & Partners has advised global private equity fund KKR, through its vehicles, on its acquisition of stake in Infinx Service. Partners Nandish Vyas and Malaveeka Chakravarthy ld the firm’s team in the transaction, which was valued at more than US$100 million and was completed on May 6, 2024.
AZB & Partners has also advised CA Dawn Investments, BPC Genesis Fund I SPV, BPD Genesis Fund I-A SPV and Group Life Spring partner Vida Trustees (trustee of Fig Tree Trust), as the selling shareholders, on Indegene’s IPO of equity shares comprising a fresh issue aggregating to Rs7.6 billion (US$91m) and an offer for sale of approximately 24 million equity shares aggregating to approximately Rs10.82 billion (US$130m) by the selling shareholders. Partners Varoon Chandra and Lionel D’Almeida led the firm’s team in the transaction, which was completed on May 13, 2024.
Moreover, AZB & Partners is advising Craftsman Automation on its acquisition of stake in DR Axion India from Daerim International. Partners Anand Shah and Shriram Shah are leading the firm’s team in the transaction, which was signed on May 4, 2024 and is yet to be completed.
Clifford Chance has advised Stoneweg, a Geneva-headquartered multi-strategy real estate advisor and asset manager, and its strategic shareholder Icona Capital, on Stoneweg’s agreement to acquire Cromwell Property Group’s European management business, with a total of €3.9 billion (US$4.23b) of real estate assets under management. The proposed acquisition includes Cromwell’s approximately 28 percent interest in Singapore-listed CEREIT, among other management mandates. With the combined platform expected to continue to operate as Stoneweg, the enlarged group will manage approximately €8 billion (US$8.7b) of assets, providing equity and debt investment and development expertise in the residential, light industrial, logistics, hospitality, office and cultural and leisure sectors across 15 European countries. Partner Tom Lin, supported by partners Jemma Dick and Edward Page (tax-London), Alis Pay (real estate-London), Simon Crown (regulatory-London), Lena Ng (regulatory-Singapore), Oliver Zwick (regulatory-Luxembourg), Alastair Windass (employment, pensions and incentives-London), Andrew Patterson (employment, pensions and incentives-London), Clare Hoxey (employment, pensions and incentives-London), director David Baxter (employment, pensions and incentives-London), Ling Ho (transitional services and IP-Hong Kong) and Richard Blewett (antitrust-Brussels), led the firm’s team in the transaction, which is subject to regulatory approvals and other customary conditions.
Cyril Amarchand Mangaldas has advised Bharti group entities on their proposed sale of 50 percent stake in Rostrum Realty to Brookfield India Real Estate Trust (Brookfield REIT) in exchange of preferential issuance of units of Brookfield REIT to the sellers. Rostrum’s portfolio includes Worldmark assets at Aerocity New Delhi, Airtel Center in North Gurugram and Worldmark Gurugram. Partners Akila Agrawal (M&A head) and Mukul Sharma, supported by partners L Viswanathan (finance, projects & insolvency chair), Kranti Mohan (REITs and InvITs head), Janhavi Manohar, SR Patnaik, Vijay Chauhan and Ashish Jain, led the firm’s team in the transaction, which was signed on May 15, 2024.
Cyril Amarchand Mangaldas has also advised Aadhar Housing Finance on the IPO of its equity shares with face value of Rs10 (US$0.12) each for cash at Rs315 (US$3.78) per equity share aggregating to Rs30 billion (US$360m), comprising a fresh issuance of approximately 31.8 million equity shares aggregating to Rs10 billion (US$120m) by the company and an offer for sale of approximately 63.5 million equity shares aggregating to Rs20 billion (US$240m) by BCP Topco VII, and such equity shares offered by the promoter selling shareholder. Aadhar Housing Finance is a retail-focused housing finance company focused on the low-income housing segment, serving economically weaker and low-to-middle income customers who require small ticket mortgage loans. Partners Yash Ashar (capital markets head) and Devaki Mankad, led the firm’s team in the transaction, which closed on May 15, 2024. White & Case acted as international counsel for ICICI Securities, Kotak Mahindra Capital, Nomura Financial Advisory and Securities (India) and SBI Capital Markets, as the book-running lead managers for Aadhar Housing Finance. Allen & Gledhill acted as international counsel for BCP Topco VII, the promoter selling shareholder.
Dentons Hong Kong has advised EDA Group Holdings, a one-stop end-to-end supply chain solutions provider for e-commerce vendors, on the global offering of its shares in Hong Kong. The offering raised a gross proceed of approximately HK$222.6 million (US$28.5m). Capital markets partner and corporate finance head Gordon Ng led the firm’s team in the transaction.
Harneys has acted as Cayman Islands counsel to EDA Group Holdings on the spin-off and IPO of its shares, raising approximately HK$223 million (US$28.5m). The shares commenced trading in Hong Kong on May 28, 2024. EDA Group Holdings provides one-stop end-to-end supply chain solutions for e-commerce vendors, empowering the fast-growing e-commerce activities that exchange products, services and information between businesses and individual consumers (B2C export e-commerce) in China. It offers supply chain solutions which encompass cross-border logistics, overseas warehousing and fulfilment delivery services that are integrated into “EDA Cloud”, its self-developed cloud platform which houses a comprehensive range of digital supply management tools. Its logistics network covers various major trade lanes originating from China reaching popular B2C e-commerce destinations around the world, including North America, Europe and Australia. The listing constitutes a spin-off of the shares of EDA Group Holdings from China Lesso Group Holdings, the shares of which are also listed in Hong Kong. Hong Kong partner Raymond Ng led the firm’s team in the transaction.
JSA has advised Jain Resource Recycling (JRR) on its acquisition of majority stake in the UAE-based Jain Ikon Global Venture (JIGV) from Ikon Square. JRR has in-depth experience in metal recycling and manufacturing and has presence in almost 20 countries. As part of the strategic partnership, JIGV will operate a gold refining plant at the UAE to process raw materials, such as gold dore bar, gold powder and old jewellery, to make gold bar of minimum 99.95 percent purity. Partner Trisheet Chatterjee, supported by partners Sarvesh Kumar Saluja and Kumarmanglam Vijay, led the firm’s team in the transaction.
JSA has also successfully represented Sundew Properties (K Raheja Corp) before the Supreme Court against the conditional grant of distribution licence under the Electricity Act 2003. In a landmark judgment on the interplay of SEZ Act 2005 and the Electricity Act 2003, the Supreme Court passed on May 17, 2024 its judgment holding that Distribution of Electricity Licence Rules 2005 issued under the Electricity Act 2003 do not apply to developers of SEZs who are recognised as deemed distribution licensees under Section 14(b) of the Electricity Act. Sundew Properties is a developer of a SEZ under the SEZ Act 2005. For ensuring consistent and high-quality power supply to these SEZ units, a notification was issued under the SEZ Act 2005 deeming an SEZ Developer to be a distribution licensee under the Electricity Act 2003. Sundew filed an application before the Telangana Commission seeking identification as a deemed distribution licensee. Telangana Commission accorded such status to Sundew, on the condition that Sundew also satisfy requirements of the Capital Adequacy Rules. Hence, Sundew was directed to infuse additional equity capital. This was challenged before APTEL which upheld Telangana Commission’s order. Sundew challenged APTEL’s Judgment before the Supreme Court, which upheld Sundew’s position and reversed two negative rulings by APTEL and TSERC. The judgment puts to rest a decades old controversy of Electricity Regulatory Commissions applying additional regulatory stipulations while identifying deemed distribution licensees. The judgment clarifies the role of Regulatory Commissions in identifying such deemed licensees and the scrutiny required while processing such applications. Partners Abhishek Munot and Kunal Kaul led the firm’s team in the transaction.
K&L Gates is representing the Chinese contemporary art marketplace Tyfon Culture Holdings on its announced business combination with Global Technology Acquisition Corp I (GTAC), a publicly-traded special purpose acquisition company. The transaction is expected to close in the second half of 2024, subject to customary closing conditions, such as regulatory and shareholder approvals. Upon completion, the new entity will operate under the name Tyfon Culture and will be listed on the Nasdaq. The combined company has an estimated post-transaction enterprise value of US$434 million. Founded in 2013 and headquartered in China, Tyfon Culture is a contemporary Chinese art marketplace which combines an offline network of operations with an innovative online technology marketplace to improve and optimize a traditionally inefficient art buying experience. GTAC is a special purpose acquisition company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Corporate partners Max Gu (Shanghai), Robert Matlin (New York) and Jonathan Barron (New York) and tax partners Roberta Chang (Shanghai) and Adam Tejeda (New York) led the firm’s team in the transaction.
Shardul Amarchand Mangaldas & Co has advised Norwest Capital on its follow-on investment, along with KKR entities Ironman Asia Holdings II and KIA EBT Scheme 5, collectively amounting to US$160 million, in Infinx Services. Partner Aayush Kapoor led the firm’s team in the transaction. Infinx Services and its promoters were advised by Argus Partners, while KKR was advised by AZB & Partners.
Skadden has represented JD.com, a leading supply chain-based technology and service provider, on its US$2 billion convertible senior notes offering. This includes its US$1.75 billion Rule 144A and Regulation S offering of 0.25 percent convertible senior notes due 2029, and the initial purchasers’ full exercise of an additional US$250 million in aggregate principal amount of notes. Corporate partners Shu Du (Hong Kong), Jonathan Stone (Hong Kong), Yossi Vebman (New York) and Paloma Wang (Hong Kong) led the firm’s team in the transaction.
Wong & Partners, a member firm of Baker McKenzie, has acted for Keysight Technologies Malaysia on its significant legal victory against the Inland Revenue Board of Malaysia (IRB), Malaysia’s tax authority. This landmark Court of Appeal decision disrupts the recent trend of the IRB attempting to tax the capital sale of intellectual properties. The Court of Appeal affirmed the application of the “Badges of Trade” test in Malaysia on Capital versus Income issues, and limits the IRB’s ability to confine the applicability of the test to real property cases, ensuring a consistent and fair approach across all types of transactions. Additionally, the ruling adds to a line of existing case law that limits the IRB’s ability to use the “negligence” excuse to lift the time bar, providing greater certainty and safeguards for businesses operating in Malaysia. Tax disputes partner Jason Liang led the firm’s team in the matter, while Dato’ Cyrus Das of Cyrus Das Advocates & Solicitors served as counsel before the Court of Appeal.
WongPartnership is acting for DBS Bank, as financial adviser to Relish Investments, on the proposed acquisition, via scheme of arrangement, by Relish Investments of all the issued and paid-up ordinary shares in the capital of RE7S Holdings. Partner Dawn Law is leading the firm’s team in the transaction.
